Franchise - EXPIRED
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S P O K A N E O LT N'r x
DMSION OF ENGINEERING AND ROADS A DNISION OF THE PUBLIC WORKS DEPARTMENT
December 1, 2004
Ciry of Spokane Valley
11707 E. Sprague Ave
Spokane Valley, WA. 99206
Attention: Chris Bainbridge
Subject: Electric Lightwave, Inc.
Hi Chris,
Attached is the Franchise Document you requested. If you need anything else please call
me at 477-7414.
~
p~✓.
Deborah Firkins
Right of Way Engineer
~\6 W. Broadway Ave. • Spokane, WA 99260-0170 0(509) 477-3600 FAX: (509) 477-7655 (2nd Floor) 477-7478 (3rd Floor) • TDD: (509) 477-7133
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~ After Recording iteturn To: Spolcane Gotinty Engineer _
Attn.: Engineering Aciminisfration 4115056
Page: 1 of 34
06I2411991 03;20P
4~ rin Sookane N. WA
Document Title: Franchise Agceement
Grantor: Spol:ane County
Grantee: Clectric Liglitwave, Inc. -
Legal l)escription: Portions of Spukarie Valley and Norlli Spokane
Additional Legal Description: On Pages 1, 2 and 3
Assessor's Tax Pnrccl Numbers: None assigned .
Reference Number: None Assigned
9` ~~~0
BEF0RE TIIE I30AItD OT C()UNTY COAZMISSIONEItS OF
SPOKANL COUN'I'Y, WASI-IIIVGTON
IN TI3E MATTER OF '1'HE APPLICATION OF
THE ELECTRIC I.iGHTWAVL, INC. ) .
FOR FRANCHISE FOIt T.ELECOMMUNICATION. )
AND DISTRIBUTION FACILITIES IN COUNTY' ) F R A N C H I S E
COUNTY ROADS, HIGHWAYS AND RiGIITS OF WAY )
IN SPOKANE COUNTY, WASHINGTUN )
Application of Electric Liglitwave, inc., a corporation doing btisiness in Washington, at
Spokane, for a francliise to operate aiid maiiitain telecummunication and distribution facilities in
Spokane County roads, highways and riglits of way. in the Spokane Couiity, Washington, as
hereinafter set forth, havi»g come un regularly for lieariiig before the County Commissioners of
Spokane County, Washiiigton, on the 20th day of 1Vday, 1997, at the liour of 5:00 p.m., under the
provisions of Chapter 187, State Sessions L,aws of 1937, and it appearing to the Board that notice of
said hearing has been duly given as required by law, and tliat it is in the public iiiterest to grant the
franchise herein granted;
NOW THERCFORE:
IT IS ORDEREll, that a franchise be and the same is hereby given and granted to Electric
Lightwave, Inc., doing business in the StaUe of Washington, its successors aild assigns, hereinafter
referred to as the "Grantee", for a period of fifteeil (l5) years froni aiid after the date of the entry of
this order, t0 COI1StCl1Ct, operate ti11d [ilallllillll aeICCII'ICaI Illlt; 111, under, along and over the following
described public County ro:lClS aIld C~Ollllly pl'OOei'ty 111 SpOlCdlle COlIIItY, Washington, to-wit:
NORTII Sg'OKANE AREA - ALi. COUN7'1' R4A1)S, .IIIGHWAYS ANll
COUtti1TY PUB:...IC RIGII'1'S OI+' WAY IN SPOKANE COUIVTY,
WASHINGTON in Sections 7, 8, 9, lU, 11, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23,
27, 28 and 30 of 'I'ownsliip ZG, Noi•tli, Itange 43 East,W.1%1. witliiii the following
descriueci Uounciai•y: iiegiiiiiing at ilie iiitersection uf the West line of VVall Street
with the Noi•tli liiie of Francis Aveviue; tlience Noi•tlierly alung the Westerly lene
of Wall Sti•eet, Waikiki Road a»cl Mill Road to the Nor. tlierly line of Ilastings
Itoad extencled acY-oss Mill Road; tlieoice I:asterly aluiig the Nortlici•ly liiie of
gIastings Road aiid Fai•well itoad to the Westet•ly line uf the Burlieigton Noi•tliern
Railroad riglit oF way; d.lieiice Sout.liei-ly tliereon tu the Nortlierly lieie of Peone
ItoacD; tlience Easierly tliereon tu tlie Fast line of the West lialf of saic8 Sectioai 11;
thence Soutleei ly tliereon aiid aloeig the East liiie of the West half of Sections 14 aiid 23 to the Soutli liiie of Oi•chai-d Itoad; thence Westerly thea eoal to the
Easterly line of St. Niicliaels Road; tlience Suttiliei•ly tliereon to the East line of
said Sectioii 27; thence Soutl►erly gliereon to the Nortii li»e of Francis Avenue;
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thence Westerly thereon to the point of beginning. Except therefrom any part
withan the corporate limits of the City of Spokane.
SPOKANE VAI,LEY AREA - AY,..I. COLTNTY ROADS, EIIGHWAYS AND
COUNTY PUBLIC RIGHTS OF WAY IN SPOKANE. COUNTY,
WASEONGTOlv in Sections 12, 13, 14, 23 & 24 in Township 25 North, Range 43
East, W.M.; in Sections 1, Z, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20,
21, 229 239 24 in Township 25 North, Range 44 East,yV.M.; in Sections 2, 3, 4, 59
69 79 89 99 109 11, 149 159 169 179 189 19, 209 219 22 & 23 in Township 25 North,
Range 45 East,W.M.; Sections 26, 279 289 319 329 33, 34 & 35 in Township 26
North, 1Zange 45 East,W.M; and Sections 34, 35 & 36, Township 26 North,
Range 44 East,W.M. within the following described boundary: Beginning at the
intersection of the East line of Section 15, Township 25 North, Range 43
East,W.M. with the Southerly liaie of the Burlington Northern Railroad right of
way; thence Easterly along said Southerly line to the West line of Fancher Itoad;
thence Northerly thereon to the Northerly line of the SIRR Railroad right of way;
thence Easterly thereon and along the South line of Section 5, Township 25
North,.Range 44 E.W.M. to the North line of Empire Avenue; thence Easterly
thereon and extension thereof to the East line of Section 4, Township 25 North,
Range 44 East,W.1VI.; thence Northerly thereon to the Northerly line of Wellesley
Avenue; thence Easterly thereon to the Westerly line of NYcDonald Itoad; thence .
Northerly thereon to the North line of Sanson Avenue; thence Easterly thereon to
- the West Iine of Evergreen Road; thence Northerly thereon to the South line of
the North half of Section 35, Township 26 North, Range 44 East,W.M.; thence
Easterly thereon and along the Soath line of the North half of Section 36,
Township 26 North, Range 44 East,W.M. to a line parallel with and 4,000 feet
Northerly from the Northerly line of the Burlington Northern Railroad right of way; thence Easterly thereon to the Easterly line of Starr Road; thence Southerly
thereon to the Southerly line of River Road; thence Westerly thereon to the East
line of the VVest half of Section 2, Towaship 25 North, Rauge 45 East, W.1VI.;
thence Southerly thereon and along the East line of the West half of Sections 11 &
..14, Township 25 North, Range 45 East,W.M. to the South line of Section 14,
Township 25 North, Range 45 East,W.M.;' thence Westerly thereon to the East
line of Section 21, Township 25 North, Range 45 East,W.M.; thence Southerly
thereon to the South line of the North half of Section 21, Township 25 North,
Range 45 East,W.M.; thence Westerly thereon an.d along the South line of the
North half of Sections 21, 20 & 19, Township 25 North, Range 45 ]East,W.1Vi. and
along the South line of the North half of Section 24, Towxiship 25 North, Range
44 East,W.M. to the east line of Section 23, Township 25 North, Range 44
East,W.M.; thence Southerly thereon to the South line of aid Section 23; thence
Westerly thereon and along the South line of Sections 23, 229 21 & 20, T'ownslup
25 North, Range 44 East,W.IVI. to the Easterly line of the Union Pacific Ataalroad;
thence Northerly thereon to the South line of Sprague Avenue; thence Westerly
thereon to the East line of Park Road; thence Southerly thereon to the North line
of- the South half of the South half of Section 24, Township 25 North, ltange 43
East,W.1VI. extended across Park Road; thence Westerly thereon and along the
North line of the South half of Section 23, Township 25 North, Range 43
East,W.M. to the East line of Section- 22, Townshap 25 North, Itange 43
East,W.1Vi.; thence Northerly thereon and along the East line of Section 15,
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, ~ Fti; ~~R S(1.(1(1 Snnkane Co_ WA
Tow~ship 25 North, Range 43 East,W.M. to the Point of Beginning, except
therefroan any poa°tion within the corporate limits of the City of Spokane and City
of nMwood.
This franchise is granted upon the following express terms and conditions, to-wit:
1. DEFIlOTITIONS
Captions: Throughout this Franchise, captions to sections are intended solely to
facilitate reading and to reference the sections and provisions of this Franchise. The
captions shall not affect the meaning and interpretation of this Franchise.
Definitions: For the purpose of this Franchise, the following terms, phrases, and
their derivations shall have the meanings given nelow unless the conte:ct ind.icates
otherwise. When not inconsistent with the context, words used in the present tense include
the future tense, words in the plural number include the singular number, and words in the
singular include the plural number. The word "shall" is always mandatory and not merely
directory. 1. "Facility" means any tangible component of the Electric Lightwave, Inc.'s
Telecommunications System including supporting structures, located in the
operation of activities authorized by this Franchise. The abandonment by Grantee
of any facilities as defined herein shall not act to remove the same from this
definition.
2. "Franchise" means this Franchise agreement, as fully executed by the County and
the Grantee.
3. "Streets", "Highways" mean the surface of, and the space above and below, any
public street, road, alley or highway, within the County used or intended to be used
by the general public, to the extent the County has the right to allow the Grantee to
use them.
4. "County" - The County of Spokane, a municipal corporation of the State of
Washington, which specifically includes all areas incorporated therein as of the
effective date of this Franchise and any other areas later added thereto by
annesation or other means. Also to have the meaning of an entity, depending on the
context, its authorized agents, successors, and assigns.
5. "County Project" - Any public work or improvement under direction of the County
Engineers.
6. "Person" - An entity or natural person.
7. "Pulblic Works Director" - The head of the Public Works Department of the
County, or in the absence thereof, the head of the Division of Engineering, or the
designee of either of these individuals.
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0612411997 03; 20P
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8. "Right of Way", as used herein, shall refer to the surface of and the space along,
above, and below any street, road, highway, freeway, Iane, sidewalk, alley, court,
boulevard, parkway, drive, Grantee -easement, and/or road Right of Way now or
hereafter held or administered by the County of Spokane.
9. "Permitting Authority" - The head of the County department authorized to
process and grant permits required to perform work in the County's R,ight of Way, or
the head of any agency authorized to perform this function on the County's behalf.
Unless otherwise indicated, all references to Permitting Authority shall include the -
designee of the department or agency head.
10. ."Permittee" - A person who has been granted a permit by the Permitting
Authority.
11. "Days" - Calendar days.
12. "Grantee" - An entity or natural person with whom this Franchise agreement is
made.
13. "County Engineer" - The head of the Division of Engineering, or the designee or
authorized representative of the County Engineer.
14. "Standard Specifications for Road, Bridge, and Municipal Construction" is
the most current edition. Where this standard refers to "the State" substitute "the
County."
15. "Product" - What the Franchise produces for consumer consumption.. .
16. "Construction or Construct" shall mean constructing, digging, excavating,
laying, testing, operating, extending, renewing, removing, replacing, and repairing a
facility
17. "Consumer" shall mean any person, persons, customer, firm, association,
municipal corporation, and/or corporation that uses the product, including
residential, commercial, and industrial users.
18. "Distribution System, System, and Lines" used either in the si.ngular or plural
shall mean and include the pipe lines, mains, laterals, conduits, feeders, regulators,
meters, fixtures, connections, and all attachments, appurtenances and appliances
necessary and incidental thereto or in any way apperta.i.ning to the distribution of
the product and which are located within the County Right of Way.
19. "Maintenance, Maintaining, or Maintain" shall mean constructing, relaying,
repairi.ng, replaci.ng, examining, testing, inspecting, removing, digging and
excavati.ng, and restoring operations incidental thereto.
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20. "Telecommunications Services" means:
A. Services interconnecting interexchange carriers, competitive carriers, and/or
wholesale telecommunications providers for the purpose of voice; video, or data
transmission.
B. Services connecting interexchange carriers and/or competitive carriers to
telephone companies providing local exchange services for the purpose of voice,
video, or data transmission
C. Services connecting interexchange carriers or competitive carriers to any entity
other than another interexchange carrier, competitive carrier, or telephone
company providing local eYChange services, for the purpose of voice, video, or
data transmission. .
21. "Telecommunications System" means all wires, cables, ducts, conduits, vaults,
poles and other necessary Facilities owned or used by the Grantee for the purpose of
providing Telecommunications Services and located in, under and above County
Rights of Way, excluding ducts, conduits and vaults leased from another County
Franchisee, Licensee or Permittee.
2 TIIVIE PER,IOI)
The Franchise granted by this Franchise shall be for a period of fifteen (15) years,
commencing on the date this Franchise becomes effective; provided that Grantee shall have
no rights under this Franchise unless, and until, Grantee files with the County a written
consent to all terms and conditions of this Franchise Agreement, and the Franchise granted
by this agreement shall be null and void if such written consent is not filed within thirty
(30) days after the effective date of this Franchise. Application for extension or renewal of
the term may be made no sooner than one year before expiration thereof.
3. RIGHTS GRANTEI)
Electric I,ightwave, Inc., its successors and assigns (hereinafter designated as the
"Grantee"), shall have the right and authority to enter upon the County roads, highways
and rights-of-way as herein described for the purpose of constructing and installing its
Facilities (hereinafter referred to as the "system") and for repairing, operating, maintaining,
removing and replacing all or any portion of its system, as approved under County permits
issued by the Permitti.ng Authority pursuant to this Franchise and applicable County
resolution ordinances.
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4a SUPERCEI)ES OTHER, AGR,EEMENTS This Franchise constitutes the enti.re understanding and agreement between the
parties as to the subject matter herein and no other agreements or understandings, written
or otherwise, shall be binding upon the parties upon execution and acceptance hereof.
This Franchise shall also supersede and cancel any previous right or claim of
Grantee to occupy the County roads as herein described.
5. ALL ]E'ACILIITIES UNI)ER FRANCHISE
Any facilities and appurtenances in streets, alleys, and rights-of-way described in
the aforementioned legal description, incidental to the Franchise system, that have been or
are at any future time acquired, leased, or utilized in any manner by Grantee are thereupon
to be deemed authorized by and shall be subject to all provisions of this Franchise.
6. NOT EX.CLUSIVE
This Franchise is granted upon the further express condition that it shall not be an
exclusive Franchise and shall not, in any manner, prohibit the County of Spokane from
granting any other Franchise over, in, along, under, below, upon, and across any of the said
County roads of any kind and character or territories that may be deemed proper by the
Spokane County Commissioners, and this Franchise shall not in any way prevent the
County of Spokane from using the said 'County roads and highways of any kind and
character or territories, or affect the jurisdiction over them and every part of them by the
County of Spokane. The County shall retain full authoritative power to make all necessary
repairs, changes, maintenance, relocations, establishment, improvement, dedication,
vacation, alterations, etc., in the same and like manner as though this Franchise had never
been granted.
Spokane County reserves for itself the right to so change, amend, modify, or amplify
this Franchise to conform to any state statute, or County regulation, Utility Accommodation
Plan, Franchise, or R,ight of Way regulation, as may hereafter be enacted, adopted or
promulgated. And this Franchise may be terminated at any time upon ninety (90) days
written notice to the Grantee to terminate this Franchise if the Grantee fails to comply with
its terms and conditions, or if the Grantee fails to comply with such changes, amendments,
modifications, or amplifications, and upon termination Spokane County shall have a lien
upon all equipment and materials erected or placed under this Franchise, which lien may be
enforced to reimburse Spokane County for any reasonable expenses and payments incurred
in terminating this_ Franchise and to cure defaults by the Grantee.
The County shall have prior and superior right to the use of its roads, streets, and
alleys, and Public Properties for installation and mai.ntenance of its utilities and other
° 4115056 Page; 1 af 34
• . - 06I2411997 03;20P
governmental purposes, and should ra c~onflict arise with the Grantee'sn ~es, the~~~rantee
shall, at its own expense and cost, conform to the County's utilities and other government
purposes of the County. The owners of all utilities, public or private, installed . in such
Public Properties prior to the installation of the lines and facilities of the Grantee, shall
have preference as to the positioning and location of such utilities so installed with respect
to the Grantee. Such preference shall continue in the event of the necessity of relocating or
changing the grade of any such Public Properties. Grantee shall pay all actual reasonable
costs of and expense necessarily i.ncurred by Grantor in the examination, inspection, and
approvai of all plans and speci.fications for, and all details of construction of, all facilities
involved herein as necessary to insure conformity with the integrity of the County roads,
traff'ic flow, and other Franchisees within the County Right of Way.
7. COLTNTY'S RIGHT TO THE ROAD NOT SUPERSEI)ED
Spokane County, in the granting of this Franchise, does not waive any rights which
it now holds or may hereatter acquire, and this Franchise shall not be construed so as to
deprive Spokane County any powers, rights, or privileges which it now has, or may
hereafter acquire, including the right of eminent domain, to regulate the use and control of
the County roads covered by this Franchise, or to go upon any and all County roads and
highways for any purpose including constructing, repairing, or i.mproving the same in any
such manner as Spokane County, or its representatives may elect. The County shall retai.n
full authoritative power in the same and like manner as though this Franchise had never
been granted.
Nothing in this Franchise shall be construed to prevent the County from
constructing facilities, grading, paving, repairing and/or altering any street, or laying down,
repairing or removing facilities or constructing or establishing any other public work or
improvement. All such work shall be done, insofar as practicable, so as to not obstruct,
injure or prevent the unrestricted use and operation of the facilities of the Grantee under
this Franchise. However, if any of the Grantee's facilities interferes with County projects,
Grantee's facilities shall be removed or replaced. Any and all such removal or replacement
shall be at the expense of the Grantee. Should Grantee fail to remove, adjust or relocate its
facilities by the date established by the County Engineer's written notice to Grantee, the
County may cause and/or effect such removal, adjustment or relocation, and the expense
. thereof shall be paid by Grantee, including all costs and expenses incurred by the County
due to Grantee's delay.
8. REL0 CATION OF FACILITIES The Gounty shall have the right to require Grantee to change the location of its
Telecommunications System within the Rights of Way when the public convenience requires
such change, and the expense thereof shall be paid solely by Grantee. The County shall
provide the Grantee with the standard notice given under the circumstances to other
Franchisees, Licensees, or Permitees. Should Grantee fail to remove or relocate any such
facilities by the date established by the County, the County may cause and/or effect such
removal or relocation, and the expense thereof shall be paid by Grantee, including all direct,
indirect and/or consequential costs and expenses incurred by the County due to Grantee's
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delay. If the County requires Grantee to relocate its facilities located within the County's .
Rights of Way, the County will make a reasonable effort to provide Grantee with an
alternate location for its facilities within the County's R,ights of Way.
Grantee's system shall be constructed and mai.ntai.ned in such manner as not to
interfere with sewers, water pipes, or any other property of the County, or with any other
pipes, wires, conduits or other facilities that may have been laid in the Rights of Way by or
under the County's authority.
Upon Grantee's acquisition of any Telecommunications System Facilities in the
Rights of Way, or upon any addition or annexation to the County of any area in which
Grantee retains any such Facilities in the Rights of Way, the Grantee shall submit to the
County a written statement describing all Facilities involved, whether authorized by
Franchise or any other form of prior right, and specifying location of all such Facilities.
Such Facilities shall i.mmed.iately be subject to the terms of this Franchise.
During the life of this Franchise, the County reserves the right to order any Facility
moved or changed as ordered and determined by the County Engineer, so as to
accommodate buildi.ng or other changed conditions in the vicinity.
The relocation of Grantee's facilities shall be at the sole eYpense of Grantee unless..
the County Engineer determines, after consultation with Grantee and at Grantee's request,
that the benefit of such improvements or changes to the County road, highway or Right of
Way inures primarily to adjacent property owners or developers and not the gene.ral public.
In such case, the County agrees to make reasonable efforts to facilitate an agreement
between such owners or developers and Grantee, and where appropriate, as determined by
the County Engineer, withhold approval andloi• acceptance of the improvements or
development until the owner or developer has entered into an agreement to pay for the costs
of relocation. The County shall in no way be held liable for any damages to Grantee that
may occur by reason of any of the County's improvements, changes or works abcvA
enumerated, except for damage caused by the negligence of the County, its employees or
agents.
Grantee agrees and covenants at its sole cost and expense, to protect, support,
temporarily disconnect, reiocate or remove from any Right of Way its facilities when so
required by the County, provided that Grantee shall in all such cases have the privilege to
temporarily bypass, in the authorized portion of the same Right of Way upon approval by
the County, any facilities required to be temporarily disconnected or removed.
~ When relocation of Grantee's facilities are required by County projects the following
procedures shall be followeduriless emergency conditions dictate otherwise, as determined
by the County Engi.neer:
1. Spokane County shall make available to Grantee a list of anticipated projects for
each new budget period as soon as is reasonably practicable.
2. Spokane County shall provide to Grantee two (2) sets of preli.minary plans for
individual projects as soon as such plans are developed to a state of reasonable
certa.i.nty, and shall advise Grantee of the anticipated start date of work on such
projects.
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3. Grantee shall, when requested by Spokane County in writing, locate their facilities
in the field, show those locations on one set of the preli.minary plans provided, and
return that set to Spokane County Engineers within four weeks of receivi.ng the written
request.
4. Spokane County shall provide to Grantee fi.nal plans for such projects as soon as
such plans are available and shall confirm or correct the anticipated atart date of work
on such projects.
5. Spokane County shall assist Grantee in determining how its facilities shall be
relocated. Such assistance by Spokane County shall include, at a minimum, copies of
plans (as required above) and specif'ications for such County projects, and information
known to Spokane County as to e:cisting survey control available for location of such
County projects. Such assistance shall not subject Spokane County to any liability for
the costs of relocating the subject facilities a second time if Grantee incorrectly relocated
its facilities the first time. 6. When requested, Spokane County and Grantee shall meet to discuss how County
projects and utility relocations can be accomplished with the least impact on the other.
Spokane County's decision shall be final in such maters, but shall not be unreasonable.
7. Relocation of Grantee's facilities shall be completed in a ti.mely manner defined as
follows:
Relocation of Grantee's facilities shall normally be accomplished ten (10) days in
advance of County projects. In the event relocation of Grantee's facilities shall be done
concurrently with such projects, Spokane County shall be so notified and agree to a
written schedule for relocation. Compliance with such a written schedule shall be
Grantee's duty. In no event shall relocation of Grantee's facuities interfere with the
progression and completion of County projects.
8. If the Grantee does not relocate its facilities in a timely manner as required above,
Spokane County may relocate, or cause to be relocated, such facilities of Grantee as
Spokane County deems necessary, and in the manner Spokane County deems necessary,
in its sole discretion. Grantee hereby indemnifies and holds Spokane County, its
employees, officers, officials, and agents totally free and harmless from all and any
liability which may arise from damages caused by the relocation by Spokane County of
the facilities of Grantee, even if such damages and liability arise from the negligence of
Spokane County, its employees, off'icers, officials, and agents.
9. Grantee hereby indemnifies and holds harmless' Spokane County, its officers,
officials, and employees, from damages which may arise from Grantees' failure to
relocate its facilities in accordance with the dates for completion of relocation of facilities
set forth above, or any other act or omission by Grantee, its contractor(s), agents,
officers, or employees related to the provisions of this Franchise.
10. It shall be conclusively presumed that Spokane County will have suffered damages
as a result of exercising its rights as set forth in Item 8, above, and compensation for
such damages will be di.fficult to ascertain, and, therefore, Grantee shall compensate
Spokane County for such damages in the amount of triple the amount of the cost of such
relocation of Grantee's facilities by Spokane County.
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11. The exercise of its rights, as set forth in Item 8, above, by Spokane County in no way
relieves Grantee of completing and/or finalizing the relocation of its facilities at no
" expense to Spokane County if the relocation work done by Spokane County is
incomplete.
12. In the event a lawsuit is brought by Spokane County agai.nst Grantee to collect
damages presumed under Item 10, above, for the exercise by Spokane County of its
rights under Item 8, above, Grantee hereby agrees the only issue will be the actual cost
to Spokane County for relocating Grantee's facilities. The party prevailing in such an
action shall be allowed its legal fees and costs.
13. In the event that the Grantee does not comply with the aforementioned stipulations,
the Grantee shall forfeit all rights granted under this Franchise, and said Franchise
shall be null and void. Grantee shall then remove all of its Facilities from the County
Right of Way. If Grantee has the right to be within County Right of Way by another
method other than a Franchise the County shall use any other means at its disposal to
bring the Grantee into compliance with this Franchise Document.
The provisions of this Section shall in no manner preclude or restrict Grantee from
making any arrangements it may deem appropriate when responding to a request for
relocation of its facilities by any person other than the County, where the improvements to
be constructed by said person are not or wilt not become Gounty-owned, operated or
maintained, provided that such arrangements do not unduly delay a Gounty construction
project.
90 BUII1DIIvTG 1VIOVING .
Whenever any person shall have obtained permission from the County to use any
Right of Way for the purpose of moving any building or other oversized structure, Grantee,
upon fourteen (14) days written notice from the County, shall raise or remove, at the
expense of the Permittee desiring to move the building or structure, any of Grantee's
facilities that may obstruct the movement thereof; provided, that the path for moving such
building or structure is the path of least interference, as determined by the County.
10. PUBLI'C RECOR,DS
As a condition of this Franchise, and at its sole expense, Grantee agrees to provide
the County with as-built plans,. potential improvement plans, field locates, maps, plats,
. specifications, profiles, and records. These records shall be in a digital electronic format,
unless the County Engineer deems it to be a hardship to the Grantee, in which case a hard
copy of the plan is acceptable. This information shall be provided between 120 and 180 days
of the effective date of this Franchise and shall be updated annually unless otherwise
requested by the County.
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CO F! ;
The hard copy plan form will show the vertical and horizontal Iocation and size of all
Grantee's facilities within the Right of Way using a minimuna scale of one inch equals four
. hundred feet (1"=400'), measured from the centerline of the Right of Way.
For the digital electronic format, the information shall be in one of the following
formats: Geographical Information System (GIS), AutoCad, or any other electronic format
acceptable to the County. These maps shall tie into Section Corners, unless unavailable or
impracticable, in that event the maps shall tie into the intersection of County Road Right of
Way.
To the extent such requests are limited to specific facilities at a given location within
the Franchise area in connection with the construction of any County project, Grantee shall
provide to the County, upon the County's reasonable request, copies of available drawings in
use by Grantee showing the location of such facilities. Grantee shall field locate its facilities
in order to facilitate design and planning of County improvement projects.
Upon written request of the County, Grantee shall provide the County with the most
- recent update available of any plan of potential improvements to its facilities within the
Franchise Area; provided, however, any such plan so submitted shall be for informational
purposes orily, and shall not obligate Grantee to undertake any specific improvements
within the Franchise Area.
Public Disclosure Act: Grantee acknowledges that information submitted to the
County is open to public inspection under the Washington Public Disclosure Act RCW 42-17.
Grantee may identify information, such as trade secrets, fina.ncial records, customer
information or technical information, submitted to the County as confidential. Grantee
shall prominently mark any information for which it claims confidentiality with the word
"Confidential" on each page of such information, prior to submitting such information to the
County. The County shall treat any information so marked as confidential until the CoL;nty
rece:ves any request for disclosure of such information. Within five (5) working days cf
receivi.ng any such request, the County shall provide the Grantee with written notice of the
request, including a copy of the request. Grantee shall have five (5) working days within
which to provide a written response to the County, before the County will disclose any of the
requested confidential information. The County shall retain the final decision to determine
whether to release the requested confidential information,. in accordance with applicable
laws.
1NY.JORPOR`YT1ON INTO L~ ~OWN
Whenever any of the County roads or rights-of-way designated in this Franchise by
reason of the subsequent incorporation of any city or town, or extension of the limits of any
city or town, shall fall within the city or town limits, then this Franchise shall termi.nate in
respect to said roads or rights-of-way so included within said limits six (6) months after such
incorporation or extension; but this Franchise shall continue in force and effect as to all
County roads or rights-of-way not so included within city or town limits.
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12. SIGNS
Whenever it is deemed necessary for the benefit and safety of the traveling public,
the County Engineer hereby reserves the right to attach and maintain upon any facility by
the Grantee under this document any required traffic control devices, such as traffic signals,
luminaries, and overhead suspended signs, when the use of such devices or attachments
does not interfere with the use for which the facility was constructed. The County shall
bear tne cost of attachment and maintenance of such traffic control devices, including the
reasonable cost of any extra construction beyond normal; such extra cost to be determined
jointly by the County and the Grantee of this document. It is not to be construed that the
County is to share in the normal cost of installation, operation, or maintenance of any of the
Facilities installed under this document.
13. CONSTR,UCTION
Pre-Constrtiction:
Prior to beginning construction, Grantee shall provide the Count,y with an initial
construction schedule for work in the Rights of Way. When Grantee's construction in the
Right of Way is completed, Grantee shall provide the County with a map showing the
location of its installed faciLties, as built. Such "as-built" naps shall be in a form acceptable
to the County Engineer.
Notification of Work to be Done:
At least ten (10) days prior to Grantee's intended construction of facilities, Grantee
shall inform all residents in the affected area, that a construction project will commence, the
dates and nature of the project, and provide a toll-free or local number which the residents
ma,y call for further information. A pre-printed door hanger may be used for this purpose.
At least foriy-eight (48) hours prior to entering Right-of Way adjacent to or on
private property to perform the installation, maintenance, repair, reconstruction, or removal
of facilities, a written notice describing the nature and location of the work to be performed
shall be physically posted upon the affected private property by the Grantee. The Grantee
shall make a good faith effort to comply with the property owner/resident's preferences, if
any, regarding the location or placement of underground facilities (excluding aerial cable
lines utilizing existing poles and existing cable paths), consistent with sound engi.neering
practices.
The Grantee shall notify the County Engineer's representative 48 hours prior to the
beginxLing of construction. Grantee shall also supply the name, address, and telephone
number of the contractor, if the work is to be done by other than its own forces.
Permits:
Prior to doing any work within the County R,ight of Way, the Grantee must apply
for, and obtain, appropriate permits from the County, and give appropriate notices to any _
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. ErG AUR gp.pp Saokane Co. WA
further Franchisees, Licensees, or ~ermittees of the County, or bureaus of the County, or
other units of government owni.ng or maintaining facilities which may be affected by the
proposed excavation.
All facilities shall be installed and maintained at such locations as approved by the
County through the permit process so as to least interfere with existi.ng and planned
utilities and with free passage of traffic and in accordance with the laws of the State of
Washington and the, Franchises and standards of the County regulating such construction.
Grantee shall be responsible to obtain all permits and approvals otherwise required by the
County unless expressly provided to the contrary herein. Fees associated with such permits
shall be in addition to the herein Administrative Fee.
R,esponsibilitv:
All construction, maintenance, installation, relocation, abandonment, and repair of
any and all Grantee's Facilities within County Rights-of-way shall, regardless of who
performs installation and/or construction, be and remain the responsibility of Grantee. The
Grantee, not a contractor, shall apply for and obtain all permits necessary for installation
and/or construction of any such Facilities, and for excavation and laying of any of its
Facilities within County Rights of Way. ~ Grantee shall pay all applicable fees due for County
construction permits.
Post-Construction:
~
One year after the effective date of this Franchise, and annually thereafter, Grantee
shall provide an electronic map to the ICounty Engineer's Office, or its successor, showi.ng
the location of Grantee's facilities within the County Right of Way. The electronic Map shall
be in an AutoCad or GIS format and shall be tied to either section corners or street
intersections. If an electronic map is deemed a hardship by the County Engineer or
Grantee, the County will accept a paper, copy of a map at a scale of 100 feet per inch.
. i
~
Poles in Right of Wav: j .
In the event Grantee elects to use above ground poles, only one line of poles shall be
erected or maintained hereunder, and leach pole, brace, and guy pole shall be placed and
mai.ntained along said County roads and highways in such pasitions and at such points as
approved by the County Engineer. Telephone and telegraph wires and guy wires shall,
when crossing above the roadway, provide a muzimum clearance in accordance with the
standards set forth in the applicable "Washington State Construction Code:"
. ~
~
The work of constructing, removing, and relocation of any and all polea, wires, or
appurtenances, shall be done at the expense of the Grantee. Grantee shall not interfere
with traffic upon or along any of said highways, and to the enti.re satisfaction and under the
supervision of the County Engineer, and none of such work shall be undertaken or carried
on without first obtaining a permit therefore from said County Engi.neer.
Restoration of Stpeets:
Whenever Grantee disturbs the surface of any County Right of Way for any purpose,
. Grantee shall promptly restore the County Right of Way to at least its prior condition,
before the work commenced to the satisfaction of the County Engineer. When any openi.ng
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aGk 50.10 Sookane Co. WA
is made by Grantee in a hard surface pavement in any County Right of Way, Grantee shall
promptly refill the opening and resfiore the surface to a condition satisfactory to the County
Engineer. If Grantee excavates the surface of any County Right of Way, Grantee shall be
responsible for reat,oration of the County R,ight of Way and its aurface within the area
affected by the excavation. The County may, after providing notice to Grantee, refill and/or
repave any opening made by Grantee in the County R,ight of Way, and the expense thereof
shall be paid by Grantee. The County reserves the right, after providing notice to Grantee,
to remove and/or repair any work done by Grantee which, in the determination of the
County Engineer, is inadequate. The cost thereof, including the cost of inspection and
supervision, shall be paid by the Grantee. All escavations made by Grantee in the County
Rights of Way shall be properly safeguarded for the prevention of accidents. All of Grantee's
work under this Franchise shall be done in strict compliance with all applicable rules and
regulations of the County.
PROVIDED, HOWEVER, that no such disturbance of the surface of said County
Right of Way shall be done prior to obtaining a permit issued by the County Engineer, which '
permit shall contain specifications for the restoration of said roads to the same conditions as
they were prior to such disturbance; and PROVIDED FURTHER, that said County Engineer
- will require a bond in a sum suf~icient to guarantee to Spokane County that such Right of
Way shall be restored to the same condition as it was prior to such disturbance.
During the progress of the work, the Grantee shall not unnecessarily obstruct the
passage or use of the Right of Way, and shall provide the County with plans, maps, and
information showing the proposed and final location of any Facilities in accord with this
Franchise. " Deuth of Lines:
The facilities shall be laid down as directed by the County Engineer at a depth of not
less then forty-eight (48) inches below the surface of the ground along the County roads, and
in such a manner as not to interfere unnecessarily with the construction of sewer and
drains, nor with the grading of the County roads. All surface appurtenances to the
telephone facilities shall be installed or constructed as approved by the County Engineer.
No thin concrete shall be placed above any facility within the County Right of Way, without
the express permission of the County Engineer.
Damage and Non-.compliance:
Any and all damage, or injury, done or caused to County R,ight of Way, County
Facilities, or any portion thereof in the construction, operation, mai.ntenance or repair of
Grantee's facilities shall be i.mmediately repaired and reconstructed to the satisfaction of the
County Engineer; and in the event the Grantee shall fail, neglect, or refuse to immediately
repair and reconstruct said damage or injury to said County Right of Way or Facilities, the
same may be done by the County and the expense and cost thereof and a penalty of three
times the cost and expense shall be immediately repaired by the Grantee to the County.
If it is determined that Grantee has damaged, injured, or failed to restore the Right
of Way in accordance with this Franchise, the County shall provide the Gr.antee with
written notice including a description of actions the County believes necessary to restore the
Right of Way. If the Right of Way is not restored in accord with the County's notice within
ten (10) days of that notice, the County, or its authorized agent, may restore the Right of
Way and Facilities. Unless the damage or injury or failure to restore the Right of Way or
Facilities presented an unsafe or dangerous condition, in which case the County shall take
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•CO EP_G AGR $Q. )0 Spokane Go, WA
i.mmediate action to either make Grantee conform or perform the work or the County or its
authorized agent shall do the work at the cost of the Grantee. The Grantee is responsible
for all costs and expenses incurred by the County and a penalty of three ti.mes what the
expense and cost of the repair and reconstruction in restoring the R,ight of Way and
Facilities in accordance with this Franchise. The rights granted to the County under this
paragraph shall be in addition to those otherwise provided by this Franchise.
Construction Standards:
All facilities shall be laid and installed in conformity with the maps and
specifications filed with the County, except in instances in which deviation may be allowed
thereafter in writing by the County Engineer pursuant to application by the Grantee. All
plans and specifications shall specify the class and type of material and equipment to be
used, manner of excavation, construction and installation, bac]if'ill, erection of temporary
structures, erection of permanent structures, and the traffic control mitigation measures as
provided by the Manual on Uniform Traffic Control Devices, or si.milar standards as may be
applicable from time to ti.me. The plans must meet all County and Utility Accommodation
Plan Standards. No such construction shall be commenced without the Grantee first
securing a permit in writing from the County Engineer and notifying the County Engineer's
representative at least 48 hours prior to construction. A]1 such work shall be subject to the
approval of and shall pass the inspection of the County by and through its County Engineer
or other designated official.
Notwithstanding any provision herein to the contrary, any excavations and
installations by the Grantee in any of the public properties within the corporate limits of the
County shall be done in accordance with such reasonable rules, regulations, resolutions, and
resolutions of general application now enacted or to be enacted by the Board of County
Commissioners, relating to escavations in public properties of the County, and authorized
by the County Engineer. Said rules, regulations, authorizations, and resolutions shall be for
the purposes of fulfilling the Couniy's public trustee role in administering the primary use
and purpose of public properties, and: not for relieving the Grantee of any duty, obligation,
or responsibility for the competent design, construction, maintenance, and.operation of its
facilities. All of the County's actual reasonable administrative expenses directly related to
its administration of public properties under this Franchise, shall be paid by the Grantee to
the County upon invoice. Grantee is responsible for the supervision, condition, and quality
of the work done, whether it is by itself or by contractors, assigns or agencies.
Construction:
1. Prior to the beginning of construction, a preconstruction conference shall be held at
which the County Engineer's Representative and the Grantee and Grantee's engineer,
contractor, and inspector shall be present, unless it is determined by the County
Engineer or his representative that said preconstruction conference is unnecessary
because of the scope of the project.
2. The Grantee agrees to schedule the work herein referred to and perform said work
in such a manner as not to delay County projects.
3. All of the work shall be done under the inspection and to the satisfaction of the
County Engineer, and the entire expense of said inspection shall be borne by the party
or parties to whom this Franchise is granted.
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4. A copy of the permit and plans must be on the job site, and protected from the
elements, at all times during any of the construction authorized by said permit or
Franchise.
5. Work within the Right-of Way shall be restricted to between the hours of 7 a.m. and5 p.m., and no work shall be allowed on the Right of Way Saturday, Sunday, or
holidays, unless authorized by the County Engineer. Any lane closures must be
submitted for approval in advance of use. The hours of permitted closure may differ
from the above noted hours.
6. Should the Grantee choose to perform the work outli.ned herein with other than its
own forces, a representative of the Grantee shall be present at all ti.mes unless
otherwise agreed to by the County Engineer's representative. All contact between the
County and the Grantee's contractor shall be through the representative of the Grantee.
Where the Grantee chooses to perform the work with its own forces, it may elect to
appoint one of its own employees engaged in the construction as its representative.
Failure to comply with this provision shall be grounds for restricting any further work
by the Grantee within the County Right of Way until said requirement is met. The
Grantee, at its own expense, shall adequately police and supervise all work on the
above described project by itself, its contractor, subcontractor, agent, and others, so as
not to endanger or injure any person or property.
7. The Grantee shall install detector tape or cable approximately 12 inches above the .
underground facility. The tape shall conform to the standards of. the American Public
Works Association Uniform Color Code.
8. During the construction and/or maintenance of this facility, the Grantee shall
comply with the Manual on Uniform Traffic Control Devices for Streets and Highways.
If determined necessary by the County Engineer, the Grantee shall submit a signing
and traffic control plan to the County Engineer's. representative for approval prior to
construction or maintenance operations.
9. The shoulders, where disturbed shall be surfaced with crushed surfacing top course
six inches minimum compacted depth, or as directed by the County Engineer's
representative. The surface of the f.nished shoulder shall slope down from the edge of
pavement at the rate of. 0.02. foot per foot unless otherwise directed. The restored
shoulder must not have any strips or Franchises less than 2 feet wide. The restored
shoulder shall be surfaced with crushed surfacing top course.
10. The Grantee shall notify the County Engineer's representative upon completion of
the work under this permit/Franchise so that a final inspection can be made and shall
immediately furnish to the County Engineer a revised plan of the final location or
relocation of its facilities if the original permit/Franchise plans have been revised
during the course of construction.
11. In the event that construction and maintenance of the highway facility within the
proximity of the Grantee's installation becomes necessary during the period which the
Grantee will occupy a portion of the Right of Way, it is expressly understood that, upon
request from the County Engineer's representative, the Grantee will promptly identify
and locate by suitable field markings any and all of their underground facilities so that
the County or its contractor can be fully apprised at all times of its precise location and
at no cost or expense to the County or its contractor.
4115056
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12. The Grantee agrees to be responsible for any construction deficiencies as a result of
the roadway installation.
13. The responsibility of the Grantee for proper performance, safe conduct, and
adequate policing and supervision of the project shall not be lessened or otherwise
affected by the County's approval of plans, specifications or work, or by the presence at
the work site of the County's representatives, or by compliance by the Grantee with any
requests or recommendations made by such representatives.
Shared Use Egcavation:
If, at any time, or from time to time, either Grantee or the County shall cause
excavations to be made within the Franchise area, the party causing such excavation to be
made shall afford the other upon receipt of a written request to do so, an opportunity to use
such eYCavation, provided that: (I) such joint use shall not unreasonably delay the work of
the party causing the eYCavation to be made; (II) such joint use shall be arranged and
accomplished on terms and conditions satisfactory to both parties; and (III) either party
may deny such a request for reasons of safety.
Final Condition:
After performing any work within the County's Right of Way, Grantee shall leave
every road or public highway in as good and safe condition in all respects as they were
before the commencement of said work, and whenever Grantee shall discontinue the use of
any pole or facility it shall immediately, upon the direction of the County Engineer, remove
such unused pole or facility from said roads or abandon said facilities in place at the
discretion of the County Engineer. .
14. EMERGENCY
The Grantee shall prepare and file with the County an emergency management plan
for responding to any spill, break, or other emergency condition. The plan shall designate
responsible officials and enaergency 24-hour on-call personnel and the procedures to be
followed when responding to an emergency. After being notified of an emergency, Grantee
shall cooperate with the County and make every effort to respond as fast as practical with
action to minimize damage and to protect the health and safety of the public.
In the event the Grantee fails or refuses to promptly take the directed action, or fails to fully 'comply with such direction, or if emergency conditions exist which require
immediate action to prevent imminent injury or damages to persons or property, the County
may take such actions as it believes are necessary to protect persons or property and the
Grantee shall be responsible to reimburse the County for its costs and any penalties.
In the event that emergency repairs are necessary, Grantee shall immediately notify
the County of the need for such repairs. If the emergency occurs 'outside of business hours
the Grantee shall contact the County Sheriff, who will contact the appropriate people.
Grantee may immediately i.nitiate such emergency repairs, and shall apply for appropriate
permits the next business day following discovery of the emergency. Grantee must comply
with all appropriate County Standards, the current Utility Accommodation Plan, the
current "Standard Specifications -for Road, Bridge & Municipal Construction," and the
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. M. FP° SA.nO Snokane Cn. WA
Franchise F provisions relating to such excavations and/or construction, including the
payment of permit or license fees.
15. Sd ~~ETYs
The Grantee, in accordance with applicable federal, state, and local safety rules and
regulations, shall, at all ti.mes, employ ordinary care in the installation, abandonment,
relocation, construction, maintenance, and/or repair, utiiizing methods and devices
commonly accepted in their industry of operation to prevent failures and accidents that are
likely to cause damage, injury, or nuisance to persons or property.
All of Grantee's faciLities in the Right of Way shall be constructed and maintained in
a safe and operational condition. Grantee shall follow all safety codes and other applicable
regulations in the installation, operation, and maintenance of the facilities.
16. I)RA,INAGEa J
If the work done under this Franchise interferes in any way with the drainage of the
County Right of Way, the Grantee shall wholly and at its own espense make such provisions
as necessary to elinainate the interference to the drainage to the satisfaction of the County
Engineer.
. . . . . . _ _ . ,
17e PR4TE CTION OF 1VIONUME1lTTS
Before any work is performed under this Franchise which may affect any e.cisting
monuments or markers of any nature relating to subdivisions, plats, roads, and all other
surveys, the Grantee shall reference all such monuments and markers. The reference
points shall be so located that they will not be disturbed during the Grantee's operations
under this Franchise. The method of referencing these monuments or other points to be
referenced shall be approved by the County Engineer. All concrete encased recorded
monuments which have been disturbed or displaced by such work shall be restored pursuant
to Federal standards and specifications. The replacement of all such monuments or
markers disturbed during construction shall be made as expeditiously as the conditions
permit, and as directed by the County Engineer. The cost of monuments or other markers
lost, destroyed, or disturbed, and the expense of replacement of approved monuments and other marker ties which have been re-established or disturbed shall be borne by the
Grantee.
18o TREES Upon approval of the County and in accordance with County Franchises, the
Grantee shall have the authority to trim trees and other plant life upon and overhanging
the R,ight of Way to prevent interference with the Grantee's facilities. The Grantee shall
- 4115056
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06124J1991 03;20P
provide at least seven (7) days written noice to the owner of t~~'e property on which any~tree ~
or plant life Grantee desires to trim is located. Said notice may be in the form of a doorknob
hanger and shall contain a contact name, address, and telephone number where the
property owner can obtain information from the Grantee regarding its tree trimming plans
and express concerns regarding the trimming of the trees or plant life on their property.
The Grantee shall make a good faith effort to conform with property owners' requests
regardi.ng trimming trees or plant life on their property. The Grantee shall be responsible
for debris removal from any trimming activities. If such debris is not removed within
twenty-four (24) hours, the County may, at its sole discretion, remove such debris and
charge the Grantee for the cost of removal and disposal.
19. HAZAR,DOtJS S~STANCES
Grantee shall comply with all applicable state and federal laws, statutes, regulations
and orders concerning Hazardous Substances relating to Grantee's Facilities in the Right of
Way. .
. Grantee shall maintain and inspect its Facilities located in the Rights of Way. Upon
reasonable notice to Grantee and in the presence of an authorized representative of
Grantee, the County may inspect Grantee's facilities in the Rights of Way to determine if
any release of Hazardous Substances has occurred, or may occur, from or related to
Grantee's Facilities. This inspection is not to remove the burden of inspection from the
Grantee on a periodic basis of its facilities for Hazardous substances, nor is to remove the
responsibility of the Hazardous substance from the Grantee.
In removing or moclifying Grantee's facilities as provided in this Franchise, Grantee
shall also remove all residue of Hazardous Substances in compliance with applicable
environmental clean-up standards related thereto.
Grantee agrees to forever indemnify the County against any claims, costs, and
expenses, of any kind, whether direct or indirect, incurred by the County arising out of the
release or threat of release of Hazardous Substances caused by Grantee's ownership or
operation of its Facilities within the County Right of Way.
20. MAINTENANCE
Grantee shall provide and put in use all Facilities, necessary to control and carry
Grantee's products so as to prevent injury to the County's property or property belonging to
any Person within the County. Grantee, solely at its own expense, shall repair, renew,
change, and improve said Facilities from time to ti.me as may be necessary to accomplish
this purpose. Grantee shall not construct its Facilities in a manner that requires any
customer to install cables, ducts, conduits, or other facilities, in, under, or over the County's
R,ights of Way.
.
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21. LOCATES - One-Call System
Pursuant to RCW 19.122, Grantee is responsible for becoming familiar with, and
. understanding, the provisions of Washington's One Call statutes. Grantee shall comply
with the terms and conditions set forth in the One-Call statutes.
_ . .
22. FEES .
For and in consideration. of the rights and privileges set forth herei.n, the Grantee
agrees that Spokane County, to the extent authorized by law,. may during the term of this
Franchise, by Franchise or resolution, impose fees for the rights and privileges granted
herein. Sucn fees shall be based upon reasonable costs for the administration of such
_ Franchise as well as reasonable costs for the use of County roads or rights-of-way. The
Board of County Commissioners of Spokane County agrees to provide not less than thirty
(30) days written notice prior to the imposition of such fees in order to negotiate the actual
fee to be assessed and payments scheduled. Nothing in this section or agreement shall be
construed to prolubit the County or its successor from imposing any license fee, tax or
assessment which it is specifically authorized by law to impose.
Recovery of Costs. Nothi.ng herein shall preclude the County from recovering any administrative
costs incurred by the County in the approval of permits or in the inspection or examination
of any future work by Grantee in the County Right of Way as described in accordance with
applicable Franchises or laws. Grantee shallreimburse any actual costs reasonably incurred
by the County in responding to emergencies involving Grantee's facilities.
22. BOND
Faithful Performance Bond: A. Upon the effective date of the Franchise, the Grantee shall furnish proof of the
posting of a faithful performance bond riinring to the County, with a good corporate
surety authorized to do a surety business in the State of Washington, in the penal sum
of $25,000, conditioned that the Grantee shall welland truly observe, fulfill, and
perform each term and condition of the Franchise. Grantee shall pay all premiums
charged for the bond, and shall keep the bond in full force and effect at all times
throughout the term of the Franchise, includi.ng, if necessary, the time required for
removal of all of Grantee's Facilities installed in the County's R,ights of Way. The bond
shall contai.n a provision that it shall not be terminated or otherwise allowed to expire
without a prior 30 day written notice first being given to the County Engineer. The
bond shall be reviewed and approved as to form by the County Attorney. This
performance bond shall be in accordance with ali the provisions of the current "Standard
Specifications for Road, Bridge, and Municipal Construction:"
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B. During the term of the Franchise, Grantee shall file with the Q~ounty ~~~Aduplicate copy of the bond along -with written evidence of payment of the required
premiums.
Construction Bond: During all times when Grantee is performing any construction work in or
under the Streets requiring a street opening permit, Grantee shall post a faithful
performance bond or irrevocable letter of credit, as is required for street openi.ng permits,
running to the County, with good a corporate surety authorized to do a surety business in
the State of Washington, in a sum to be set and approved by the County Engi.neer as
suff'icient to ensure performance of Grantee's obligations under this Franchise. The bond
shall be conditioned so that Grantee shall observe all the covenants, terms and conditions
and faithfully perform all of the obligations of this Franchise, and to erect or replace any
defective work or materials discovered in the replacement of the County's streets or .
property within a period of two years from the date of the replacement and acceptance of
such repaired streets by the County. The bond or letter of credit shall be conditioned that
the Grantee shall well and truly observe, fulfill and perform each term and condition under
the Franchises for Construction and Relocation. Grantee shall pay all premiums or other
- costs associated with maintaining the bond or letter of credit, and shall keep the same in full
force and effect at all times during the construction work. The bond or letter of credit shall
provide that it may be terminated upon final approval of Grantee's construction work in or
. under the streets by the County Engi.neer which shall not be unreasonably withheld or
delayed. Upon such approval, the County agrees to sign all documents necessary to release
the bond in accordance. with the terms of this Franchise. During the duration of the
construction work, Grantee shall file with the County Engineer a copy of the bond or letter '
of creclit, along with written evidence of the required premiums. The bond or letter of credit
shall be subject to the reasonable approval of the County Engineer as to its adequacy under
the requirements of this Franchise.
Recourse Against Bonds and Other Security. So long as the bond is in place, it may be utilized
by the County for the following purposes, including, but not limited to, reimbursement of
the County by reason of Grantee's failure to pay the County for actual costs and e:cpenses
incurred by the County to make emergency or safety or to correct Franchise violations not
corrected by the Grantee after notice, and monetary remedies or damages assessed against
Grantee due to default or violations of the requirements of County Franchise Agreements.
In the event Grantee has been declared to be in default by the County and if
Grantee fails, within thirty (30) days of mailing of the County's default notice, to pay the County any penalties, or monetary amounts, or fails to perform any of the conditions of this
Franchise, the County may thereafter obtain from the performance bond an amount
sufficient to compensate the County for damages. Upon such withdrawal from the bond, the
County shall notify Grantee in writing, by Certified Mail,. of the amount withdrawn and
date thereof. Thirty (30) days after the County's maili.ng of notice of the bond forfeiture or
withdrawal authorized herein, Grantee shall deposit such further bond, cash, or other
security, as the County may require, which is sufficient to meet the requirements of this
Franchise.
The rights reserved to the County with respect to any bond are in addition to all
other rights of the County whether reserved by this Franchi.se or authorized by law, and no
action, proceedi.ng, or exercise of a right with respect to any bond shall constitute an election
or waiver of any rights or other remedies the County may have.
.
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23. NON-ITSE
In the event the rights and privileges hereby granted are not diligently exercised in
the public interest, and/or i.n the event the Grantee shall fail for a period of one (1) month to
operate its facilities, except in case of strikes, lockouts, or the destruction of the same by fire
or the elements, or for any reasons beyond the control of the Grantee, this Franchise shall
terminate and all of the rights and privileges granted hereunder shall cease and desist,
without any further action being necessary on the part of the County; provided, that the
Grantee shall have the right temporarily to discontin.ue use of its facilities or any part
thereof for the purpose of making repairs or extensions, and shall not be liable to a
forfeiture thereof if such repairs and eYtensions are made with reasonable diligence. When
the Grantee may reasonably do so, it shall give notice of the discontinuance of service either
in writing, properly addressed to the consumer, or by notice in the official newspaper of the
County, or by telephone or other communication approved by the County Engineer.
24. ABANDONMENT O
In the event the County declares that the Grantee's facilities must be abandoned, or
if the Grantee abandons its facilities in place, those facilities abandoned must be treated at
the expense of the Grantee,, so as to render them completely safe and purged of hazardous
materials. The Grantee shall be responsible for undertaking any environmental review
required by the abandonment of such facilities, and for the payment of any costs of
conducting such environmental review. The Grantee shall remove said abandoned facilities
when either the Grantee or the County opens that section of Right of Way for maintenance,
repair, installation, or replacement of facilities. Said removal shall be at the County's
convenience and shall be done in a manner so as not to interfere with County projects.
25. CONSENT TO OWTERSHIP CHANGE Countv's Written Consent Required for AssiLwnment. Transfer, Merger. Lease or
MortLraLye. Neither this Franchise nor any of Grantee's Facilities located in the County
Right of Way by authority of this Franchise shall be sold, transferred, leased, mortgaged,
assigned or disposed of in whole or in part either by sale, voluntary or involuntary merger,
consolidation or otherwise, without the prior written consent of the County after
. appropriate public process. - The County's granting of consent in one instance shall not
render unnecessary any subsequent consent i.n any other instance.
Grantee shall not lease any of iis Facilities, or the public R,ight of Way in which such
are contai.ned, without the County's prior consent as expressed by Franchise Agreement.
Within ten (10) days after execution and delivery of any instrument so consented to
by the County, Grantee shall file with the Auditor an executed counterpart or certified copy
. thereof. No sale, lease, mortgage, assignment, transfer or merger may occur until the
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successor, assignee or lessee has complied with the requirements of this Franchise, which
requires a performance bond.
For the purpose of determirung whether the County will consent to any assignment,
transfer, merger, lease or mortgage, the County may inquire into the qualifications of the
prospective party. The Grantee shall assist the County in any such inquiry. The County
may condition any sale, assignment, transfer, merger, lease or mortgage upon such
conditions as it deems appropriate.
All provisions, cond.itions, regulations and requirements herein contained shall be
binding upon the successors and assigns of the Grantee, and all privileges as well as all
obligations and liabilities of the Grantee shall inure to its successors and assigns equally as
if they were specifically mentioned wherever the Grantee is mentioned.
The County's approval shall not be unreasonably withheld or delayed. Any costs
associated with the County's review of any transfer proposed by the Grantee shall be
reimbursed to the County by the new prospective Franchisee, if the County approves the
transfer, or by the Grantee if said transfer is not approved by the County.
An assignment of this Franchise shall be deemed to occur if there is an actual
change in control or where ownership of fifty percent (50%) or more of the beneficial
interests, singly or collectively, are obtained by other parties. The word "control" as used
herein is not limited to majority stock ownership only, but includes actual working control
in whatever mariner esercised.
Except as otherwise provided herein, the Grantee shall promptly notify the County
prior to any proposed change in, or transfer of, or acquisition by any other party of control of
the Grantee's company. Every change, transfer, or acquisition of control of the Grantee's
company shall cause a review of the proposed transfer. In the event that the County denies
its consent and such change, transfer or acquisition of control has been effected, the County
may cancel the Franchise. Approval shall not be required for mortgaging purposes or if said
transfer or assignment is from the Grantee to another person or entity controlling,
controlled by, or otherwise under common control with the Grantee. Grantee shall notify
the County of any transfers to such entities within ten (10) days of such transfers. Nothing
contained herein shall be deemed to prohibit the mortgage, pledge, or assignment of
tangible assets of Grantee's Facilities for the purpose of financing the acquisition of
equipment for or the construction and operation of Grantee's Facilities without the County's
consent, but any such mortgage, pledge or assignment shall be subject to the County's other
rights contained in this Franchise.
26e 10TOloT-COMPLIANCE WITH FR,ANCHISE TERMS
Remedies to Enforce ComDliance. In addition to any other remedy provided herein, the County
reserves, and has the right to pursue any remedy to compel or force the Grantee, and/or its
successors and assigns, to comply with the terms hereof. The pursuit of any right or remedy
by the County shall not prevent the County from thereafter declaring a forfeiture for any .
reason pursuant to this Franchise.
(a) If the Grantee shall fail to comply with any material provision of this Franchise, the
County may compel compliance by serving upon the Grantee a written notice of the
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e0 violation and the d.irection to com~l§wrtbin thirty (30) days from the date the order is
received by the Grantee. If the Grantee is not in compliance with this Franchise after
expiration of said thirty (30) day period, the County may declare an i.mmediate
forfeiture and termination of this Franchise, provided however, that if any failure to
comply with this Franchise by the Grantee cannot be corrected with due diligence
within said thirty (30) day period then the County shall extend the ti.me for compliance
for such time as may be reasonably necessary for the Grantee to comply, so long as the
Grantee commences promptly and diligently to effect such compliance.
(b) The notice requirements of paragraph (a) of this section shall not apply if the
noncompliance of the Grantee results, in the opinion of the County, in any emergency or
life-threatening condition. In such case, the County may set a period of less than thirty
(30) days for the Grantee to comply and may set such conditions and specifications for
compliance as the County may deem reasonable under the circumstances. In the event
that the Grantee fails to comply with any time set for compliance or with any condition
set for compliance under this paragraph, the County may declare an immediate
forfeiture and termination of this Franchise and may take whatever steps the County
deems necessary to correct the emergency condition to restore safety. In such event, the
Grantee shall be liable to the County for all costs and expenses incurred in taking such
corrective action.
(c) Nothing herein shall li.mit the remedies available to the County in the event of
noncompliance by the Grantee. The County may sue for specific performance and/or
damages in addition to the remedies provided herein.
(d) In the event this Franchise is forfeited or terminated for any reason stated herein
the Grantee shall remove promptly all of its equipment and facilities and return said property to its origi.nal state as if the Grantee had never had its equipment or facilities
on or within said property, at the Grantee's sole cost and expense, provided that, as an
alternative to removal the County may, at the County's sole option, allow the Grantee to
abandon its equipment and facilities in place.
27. DISPUTE R,ESOLIJTION
In the event of the occurrence of any dispute between the County and Grantee
arising by reason of this Resolution, or from any obligation of either party under this
Resolution, that dispute shall be resolved under the terms of this Franchise which shall be
the soie remedy for resolution of any such dispute.
Forfeiture:
(A) In addition to any other rights set out elsewhere in tlus Franchise, the County reserves
the right to declare a forfeiture of the Franchise, and all of Grantee's rights arising
hereunder, in the event that: .
1. The Grantee violat,es any material provision of the Franchise;
2. The Grantee is found by a court of competent jurisdiction to have practiced any
fraud or deceit upon the County; or
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3. There is a final determination that Grantee has failed, refused, neglected or is
otherwise unable to obtain and/or mai.ntain any permit required by any federal
or state regulatory body regarding Grantee's operation of its
Telecommunications System within the County.
(B) For purposes of this Section, the following are material provisions of this Franchise,
allowhig" the County, without limitation, to exercise its rights under this Section or as set
forth elsewhere in this Franchise:
1. The invalidation, failure to pay, or any suspension of Grantee's payments of
Franchise fees to the County for use of the Rights of Way under this Franchise.
2. Any failure by the Grantee to submit ti.mely reports regarding the calculation of
its gross revenues based on Franchise fees to the County.
3. Any failure by Grantee to maintain the liability insurance required under this
Franchise. 4. Any failure by Grantee to maintain the performance bond required under this
Franchise.
Additional Remedies:
In addition to any rights set out elsewhere in this Franchise, as well as its rights under the County Code, the County reserves the right, at its sole option, to appiy any of the
following, alone or in combination:
(A) Impose a financial penalty
(B) Suspend the Grantee's Franchise rights, until the Grantee corrects or otherwise
remedies the violation. -
(C) In determining which remedy or remedies are appropriate, the County shall
consider the nature of the violation, the person or persons burdened by the
violation, the nature of the remedy required in order to prevent further such
violations, and any other matters the County deems appropriate.
Notice and Olaportunitv to Cure:
The County shall give Grantee thirty (30) days prior written notice of its intent to
exercise its rights under this Section, stating the reasons for such action. If Grantee cures
the stated reason within the thirty (30) day notice period, or if the Grantee initiates efforts
satisfactory to the County to remedy the stated reason and the efforts continue in good faith,
the County shall not exercise its remedy rights. If Grantee fails to cure the stated reason
within the thirty (30) day notice period, or if the Grantee does not undertake and/or
maintain efforts satisfactory to the. County to remedy the stated reason, then the County
Commissioners may impose any or all of the remedies available under this Section.
However, in no event shall the County exercise its rights under this Section if a bona fide,
good faith dispute exists between the County and the Grantee.
A .
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Any litigation between the County and the Grantee arising under or regard.i.ng this
Franchise shall occur, if in the state courts, in the Spokane County Court havi.ng jurisdiction
thereof, and if in the federal courts, in the United States District Court for the District of
Washington.
28. NA,TURAL I)ISASTER
A. For purposes of this subsection, the term "Force Majeure" shall mean acts of God,.
landslides, earthquakes, lightning, fires, hurricanes, volcanic activity, storms, floods,
washouts, droughts, civil disturbances, acts of terrorism or of the public enemy, partial
or entire failure of utilities, strikes, explosions, lockouts or other industrial disturbances,
- insurrections, public riots or other similar events which are not reasonably within the
control of the parties hereto.
B. If the Grantee is wholly or partially unable to carry out its obligations under this
Franchise as a result of Force Majeure, the Grantee shall give the County prompt notice
of such Force Majeure, describing the same in reasonable detail, and Grantee's
obligations under this Franchise, other than for the payment of monies due, shall not be
deemed in violation or default for the. duration of the Force Majeure. Grantee agrees to
use its best efforts to remedy as soon as possible, under the circumstances, Grantee's
inability, by reason of Force Majeure, to carry out its responsibility and duties under
this Franchise.
. -.29. NOleT-EllTFORCE1VIENT BY THE COUNTY...
Regulation and Non-enforcement bv the Countv: The County shall be vested with the power
and authority to reasonably regulate the exercise of the privileges permitted by this
Franchise in the public interest. Grantee shall not be relieved of its obligations to comply
with any of the provisions of this Franchise by reason of any failure of the County to enforce
prompt compliance, nor does the County waive or limit any of its rights under this
Franchise by reason of such failure or neglect.
30. VIOLATE TER,MS
If the Grantee shall willfully violate or fail to comply with any of the provisions of
this Franchise through willful and unreasonable neglect or willful and unreasonable failure
to heed or comply with any notice given the Grantee under the provisions of this grant, then
the said Grantee shall forfeit all rights conferred hereunder and this Franchise may be
revoked or annulled by the Board of County Commissioners provided, however, that the
a •
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Board of County Commissioners sha' give thirty (30) days written notice of its intention to
revoke or annul the Franchise during which period the Grantee shall have the opportunity
to remedy the situation.
31. EN'VIR0N1VIE1oTTAI.OBLIGATI0NS
Environmental OblitLrations of Grantee: Grantee shall comply with all environmental
protection laws, rules, recommendations, and regulations of the United States and the State
of Washington, and their various subdivisions and agencies as they presently exist or may
hereafter be enacted, promulgated, or amended, and shall indemnify and hold the County
harmless from any and all damages arising, or which may arise, or be caused by, or result
from the failure of Grantee fully to comply with any such laws, rules, recommendations, or
regulations, whether or not Grantee's acts or activities were intentional or unintentional.
Grantee shall further indemnify the County against all losses, costs, and expenses
(including legal e:cpenses) which the County may incur as a result of the requirement of any
- government or governmental subdivision or agency to clean and/or remove any pollution
caused 'or permitted by Grantee, whether said requirement is during the term of the
Franchise or subsequent to its termination.
32. INDEMNIFI CATI ON
Grantee hereby releases, covenants not to bring suit, and agrees to indemnify,
defend and hold harmless the County, its elected officials, employees, agents, and volunteers
from any and all claims, cost and expense, judgments, cause of action, damages, loss, awards
or liability to any person, including claims by Grantee's own employees to which Grantee
might otherwise be inimune under Title 51 RCW, arising from injury, sickness, or death of
any person or damage to property of which the negligent acts or omissions of Grantee, its
agents, servants, officers or employees in performing activities authorized by this Franchise.
Grantee further releases, covenants not to bring suit and agrees to indemnify, defend and
hol-d harmless the County, its elected off'icials, employees, agents, and volunteers from any
and all claims, costs, judgments, awards or liability to any persons (including claims by
Grantee's own employees, including those claims to which Grantee might otherwise have
immunity under Title 51 RCV) arising against the County solely by virtue of the County's
ownership or control of the rights of way or other public properties, by virtue of Grantee's
exercise of the rights granted herein, or by virtue of the County's permitting Grantee's use
of the Right of Way or other public property based upon the inspection or lack of i.nspection
of work performed by Grantee, its agents and servants, officers or employees in connection
with work authorized on the County's property or property over which the County has
control, pursuant to this Franchise or pursuant to any other permit or approval issued in
connection with this Franchise. This covenant of indemnification shall include, but not be
limited by this reference, clai.ms agai.nst the County arising as a result of the negligent acts
or omissions of Grantee, its agents, servants, officers or employees in barricading,
instituting trench safety systems or providing other adequate warnings of any excavation,
construction, or work in any Right of Way or other public place in performance of work or
services permitted under tlus Franchise.
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If final judgm.ent is rendered against the County, its elected officials, employees,
agents, and volunteers, or any of them, Grantee, its successors or asaigns, shall fully satisfy
_ said judgment within ninety (90) days.
Grantee also hereby agrees to indemnify the County for any damages, claims,
additional costs or expenses assessed against or payable by the County ari.sing out of or
resulting, d.irectly or indirectly, from Grantee's failure to remove, adjust or relocate any of
its Facilities in the Rights of Way in a timely manner in accordance with a relocation
schedule furnished to Grantee by the County Engi.neer, unless Grantee's failure arises
directly from the County's negligence or willful misconduct.
Inspection or acceptance by the County of any work performed by Grantee at the
time of completion of construction shall not be grounds for avoidance of any of these
covenants of indemnification. Said indemnif'ication- obligations shall extend to claims that
are not reduced to a suit and any claims that may.be compromised prior to the culmination
of any litigation or the institution of any litigation.
In the event Grantee refuses to undertake the defense of any suit or any claim, after
the County's request for defense and indemnification has been made pursuant to the
indemnification clauses contained herein, and Grantee's refusal is subsequently determined
by a court having jurisdiction, or such other tribunal that the parties shall agree to decide
the matter, to have been awrongful refusal on the part of Grantee, then. Grantee shall pay .
all of the County's costs and -expenses for defense of the action, including reasonable
attorneys' fees uf recovery under this indemnification clause as well as any judgment
against the County. Should a court of competent jurisdiction de±ermine that this Franchise is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of badily injury to persons or damages to property caused by or resulting from the concurrent negligence of
Grantee or the County, its off'icers, employees and agents, Grantee's liability hereunder
shall be only to the extent of Grantee's nebligence. It is further specifically and e:cpressly
understood that the indemnification provided in Section 16 constitutes Grantee's waiver of
immunity under Title 51 RCW, solely for the purposes of this i.ndemnification. This waiver
has been mutually negotiated by the parties.
33. IIVSLTR,ANCE
Grantee shall procure and maintain for the duration of this Agreement, insurance
against claims for injuries to persons or damages to property which may arise from, or in
connection with, any act or omission of Grantee, its agents, representatives, employees or
• subcontractors. The cost of such insurance shall be paid by Grantee. The County, its
elected officials, employees, agents, and volunteers shall be named as additional insureds on
such policy. The insurance requirements of this Section shall be in lieu of other insurance
requirements requested by the County for the initial term of this Franchise.
(A) Minimum Limits of Insurance. Grantee shall mai.ntain limits no less than:
(1) Comprehensive General Liability: $1,000,000 combined single li.mit per
occurrence for bodily injury and property damage, and for those policies where
aggregates are applicable, a$5,000,400 aggregate limit.
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(2) Automobile Liability: $1,000,000 combined single linait per accident for bodily
injury and property damage.
(3) Worker's Compensation coverage as required by the Worker's Compensation Act
of the State of Washington.
Self-Insured: Any deductibles or self-insured retention must be declared and approved by the
County. Payment of deductible or self-insured retention shall be the sole responsibility of
Grantee. Grantee's self-insurance shall provide at least the same amount and scope of
coverage for the Grantee and the County, its officers, agents and employees, as otherwise
required under this Section. The adequacy of such self-insurance shall be subject to the
County Attorney's review and approval. Upon Grantee's election to provide self-insurance
coverage under this subsection, any failure by the Grantee to maintain adequate self-
insurance shall be cause for termination of this Franchise.
The policies are to contain, or be endorsed to contain, the following provisions:
(1) All Coverages: Each insurance required by this clause shall state that coverage
shall not be suspended, voided, canceled by either party, reduced in coverage or
- in limits escept after thirty (30) days prior written notice by Certified Mail,
return receipt requested, has been given to the County.
(2) Acceptability of Insurers: Insurance is to be placed with insurers with a Bests
rating of no less than A-XIII, or with an insurer acceptable to the County.
(3) Verification of Coverage: Grantee shall furnish the County with certificates of
' insurance affecting coverage required by this clause. The certificates for each
znsurance policy are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The certificates are to be received and approved by the
County for the term of the Franchise. The County reserves the right to inspect
complete certified copies of all required insurance policies at any time.
(4) Subcontractors: All subcontractors used by Grantee shall be insured, licensed,
and bonded in the State of Washington.
Grantee shall procure and maintain for the duration of the Franchise, insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the exercise of the rights, privileges and authority granted hereunder to
Grantee, its agents or employees. Grantee shall provide an insurance certificate, together
. with an endorsement naming the County, its elected officials, employees, agents, and
volunteers as additional insureds, to the County for its inspection prior to the
commencement of any work or installation of any facilities pursuant to this Franchise, and
such insurance shall evidence:
Automobile Liability insurance with limits no less than $1,000,000 Combined Single
Limit per accident for bodily injury and property damage; and
Commercial General Liability insurance policy, written on an occurrence basis with
limits no less than $1,000,000 combined single limit per occurrence and $2,000,000
aggregate for personal injury, bodily injury and property damage. Coverage shall include
but not be limited to: the operations of the Grantee, the Grantee's protective liability,
blan.ket contractual; products/completed operations; broad form property damage; explosion,
. collapse and underground (XCLn; and employer's liability.
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• CD FN_, ~ .
The insurance obtained by Grantee shall name the County, its elected officials,
employees, agents, and volunteers as insureds with regard to the activities these persons
perform by or on behalf of Grantee. The coverage shall contai.n no special limitations on the
scope of protection afforded to the County, its officers, officials, employees or volunteers. In
addition, the insurance policy shall contain a clause stating that coverage shall apply
separately to each insured against whom clai.m is made or suit is brought, except with
respect to the limits of the insurer's liability. Grantee's insurance shall be pri.mary
insurance for the County, its elected officials, employees, agents, and volunteers. Any
insurance maintained by the County, its elected officials, employees, agents, and volunteers "
shall be in excess of Grantee's insurance and shall not contribute with it. The insurance
policy or policies required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits except after
thirty (30) days prior written notice by certified mail, return receipt requested, has been
given to the County. The adequacy of the insurance shall be subject to the reasonable approval of the
County Attorney.
Any.failure to comply with the reporting provisions of the policies required herein
shall not affect coverage provided to the County, its elected officials, employees, agents, and
volunteers.
For any renewal term, or portion thereof, the County reserves the right to . moclify the insurance requirements to conform'to general insurance reqwirements established by
the County's Risk 1Vlanager.
The insurance shall be without prejudice to coverage otherwise existing and shall
name as additional insureds the County and its officers, agents, and employees.
Notwithstanding the narning of additional insureds, the insurance shall protect each
insured in the same manner as though a separate policy had been. issued to each, but
nothing herein shall operate to increase the insurer's liability as set forth elsewhere in the
policy beyond the amount or amounts for which the insurer would have been liable if only one person or interest had been named as insured. The coverage must apply as to claims
between insureds on the policy. The insurance shall provide that the insurance shall not be
canceled or materially altered without thirty (SO) days written notice first being given to the
County Auditor. If the insurance is canceled or materially altered within the term of this
Franchise, Grantee shall provide a replacement policy with the same terms. Grantee agrees
to maintain continuous uninterrupted coverage, in the terms and amounts required, for the
duration of this Franchise.
The Grantee's insurance policies shall contain a"cross liability" endorsement
substantially as follows:
The inclusion of more than one Insured under this policy shall not affect the rights
of any Insured as respects any claim, suit, or judgment made or brought by or for any other .
insured or by or for any employee of any other Insured. This policy shall protect each
Insured in the same manner as though a separate policy has.been issued to each, except
that nothing herein shall operate to increase the company's liability beyond that amount or
amounts for which the company wou].d have been liable had only one Insured been named.
The Grantee's insurance is primary over any i.nsurance that may be carried by
. Spokane County. Grantee agrees to provide proof of i.nsurance to Spokane County for each
calendar year during the term of this Franchise.
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34e R,ENEG0TIA'rI01lT
The County and Grantee hereby reserve the right to alter, amend or modify the
terms and conditions of the Franchise upon written agreement of both parties to such
amendment.
35. MOST FAVORED COM11/IUNITY
In the event that the Grantee enters into any agreement, Franchise or other understanding with another city, town, or County in the State of -Washington and which provides terms or conditions more favorable to the city, town, or County than those provided in this Franchis*e, such as, but not limited to, free or reduced fee hookups, access or service,
the County of Spokane shall be entitleci to request at i:he County's option, and the Grantee
shall be required to esecute, an amendment to this Franchise that incorporates the more
• favorable terms and conditions.
36. SEVER,ABILITY
If any section, sentence, clause or phrase of this Franchise should be held to be
invalid or unconstitutional by a court of competent jurisdiction, such invalidity or
unconstitutionality shall not affect the validity or constitutionality of any other section,
sentence, clause or phrase of this Franchise. In the event that any of the provisions of this
Franchise are held to be invalid by a court of competent jurisdiction, the County reserves
the right to reconsider the grant of this Franchise and may-amend, repeal, add, replace or
modify any other provision of this Franchise, or may terminate this Franchise.
. . _ . . -
3NOTICE Any notice provided for under this Franchise shall be sufficient if it is in writi.ng and
delivered personally to the following addressee or delivered by certi.fied mail with a return
receipt requested. Spokane County Public Works
Division of Engineering and Roads
. 1026 West Broadway Avenue
Spokane, Washi.ngton 99260-0170
4115056
Page; 32 of 34
0612411997 03;24P
. mClu: er.a an nr c►,AkaRO r.A IM
_ . . _ . . ,
38. ACCE_PTANCE .
As a co 'tion precedent to thi.s Franchise taking effect, a written letter of full
acceptance must be with the Clerk of the Board of County Commissioners of Spokane
County and recorded with County Auditor accepting all terms and conditions as set
forth in this Franchise within'lhizly days from . Such acceptance shall be
unqualified and shall be construed to n acceptance of all the terms, conditions and
restrictions contained in this Franchise. The Zr^tee's written acceptance shall include the
identification of an official liaison that will act a e County's contact for all issues
regarding this Franchise. The Grantee shall notify the Cou of any change in the identity
. of its liaison. A failure on the part of Grantee to file such writte cceptance within such
time shall be deemed an abandonment and rejection of the rights and eges conferred
hereby and this Franchise Agreement shall be null and void. .
DATED at SPOKANE, WASHINGTON, this day of , 1997.
. FtEVI'EWE D AND APPROVED
Sl.t L _ L ~ pARTMENT . 7. - . . . . . , ;
..r...__ .
_ pATE
.
. 4115056
. • Page; 33 of 34
0612411991 03;24P
38. At~rCEPm Atil~l~TCE rY1 C~t: Ar.G R' M~ Cnnkana f:c~ W1L
g
As a condition precedent to this Franchise taking effect, a written letter of full acceptance
must be filed with the Clerk of the Board of County Commissioners of Spokane County and recorded
with the County Auditor accepti:ng all terms and conditions as set forth in this Franchise within
thirty days from . Such acceptance shall be unqualified and shall be construed to be an
acceptance of all the terms, conditions and restrictions contained in this Franchise. The Grantee's
written acceptance shall include the identification of an official liaison that will act as the County's
contact for all issues regarding this Franchise. The Grantee shall notify the County of any change in
the identity of its liaison. A failure on the part of Grantee to file such written acceptance within such
ti.me shall be deemed an abandonment and rejection of the rights and privileges conferred hereby
and this Franchise Agreement shall be null and void.
DATED at SPOKANE, WASHINGTON, this day of , , 1997.
~
BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
i ~ ~ : i~a I
~......sa
. L` .JL• •
J 1 ROS LLEY, CHAIRM
ry~t,V;~'.~•• • • 1_ r .
•~4 ; 7'r,• rr.~r'~' , ~ ~
~ V
V
. KA E CASLIN
ATTEST: LIAM E. DONAHUE
C RK OF THE BOARD ~
, , . . . - IP D. HARRIS
.
BY-
SANNE MONT G E, DEP
e grantee, , a corporation, hereinbefore referred to, for itself,
and for its succ s and assigns, does accept all of the terms and conditions of the foregoing franchise.
IN WITNESS WHERE has caused these presents to be signed by this
day of , Subscribed and sworn be before me this
day of , 1997.
Notary Public in and fo tate of Washington
, • ~ - - - - _ - - - - - 4115055
Page: 34 of 34
~ 46(24(1997 03:24P
AGA ~n Al Snnkane Ca. WA .
CO F~. + ACKNOWWLEDGIIVIEIV'I' AND ACCEPTANCE
Electric Lightwave, Inc., a Delaware corporation, in satisfaction of Section 38 of
the Franchise to which this acceptance is attached, does hereby acknowledge and accept
the terms and conditions of said Franchise. Electric Lighwave's official liaison for this
Franchise shall be the Vice President of Business Development.
DATED this day of , 1997
ELECTRIC LIGHTWAVE, INC.,
a Delaware tion
By .
Title: Vice/President
of Business Development
_
_ ~sm~~s,~~a .
STATE OF WASHINGT4N
o . .
e
: SS. a ~ PUB00 cs~ •
s
COUNTY OF CLARK ) '~,~~'a °°•~~Or 26,
✓j,~~ •so°_`~-`
On this h ~ day of J v n{, personally appeared before me
--'!rSe. a~n kAors1 (Yl e~ and , who being duly
sworn did say that they are the Vice President of Business Development of Electric Lightwave, Inc., a Delaware corporation, and that the foregoing instru.ment was signed
in behalf of said corporation by authority of its Board of Directors or its bylaws, and
they acknowledged to me that said corporation execu d the same.
. . 1
~ . ~ L)
o ary Public .
esiding at Clark County, Washi.ngton
My Commission Expires :
REVIEWED AND APPROVED
ELI EGAL DEPARTMENT
DATE 6// 7 .
~